Ben 10 and Star vs The Alien Swarm
by VanguardLuard
Summary: Our world is threatened with an imminent invasion


It was a cold day in Bellwood. As Kevin's car started to leave the town. The car stopped in a abandoned Mill. Kevin got out and waited. Then someone showed up and started to walk towards Kevin.

"What have you got for me, Fitz?" asked Kevin

"I knew you'd be the guy to call on this, Kev. This is big, and I figured you'd have the connections to -" said Fitz

"Show me."

Fitz pulled out he's phone and sent a text. Then three people each on a motorcycles drove in. "Just so, I'm just the middle man."

"Are you the buyer?" asked the guy that got of the bike

"It depends. What are you selling?" asked Kevin

"Alien technology - the good stuff." Two of the guys were about to put some cases on Kevin's car.

"Watch the paint." They were careful to place the cases on the car. They then opened them up and in there were some glass tubes with small chips like things. Kevin grabbed on and looked at it. "What is it?"

"You don't know?"

"You don't know, do you? Is it a weapon? Does it fire? Can it blow stuff up? See this is important information for a prospective buyer."

"It's alien technology, man. It's gotta be worth some money. Are you interested or not?"

"Just chill. Let me talk to my partners."

"Partners. You didn't say anything about partners." said Fitz

"Neither did you." Then Ben, Star and Gwen come out from there hiding place.

"You're working with him?"

"Actually, I work with the girls. Kevin doesn't really work, he just stands around flexing his muscles." said Ben

"Yeah, how about I flex 'em in you face?" asked Kevin

"Who are these jokers, man?" as the guy from before

"I can't tell you. I'm just the middle man

"We're just some regular old folks who are beginning to think this is a big, fat waste of our time." said Gwen

"I can agree with you on that." said Star

"What do we got?" asked Ben

"I've never seen anything like 'em, Ben. They're complex. Must be level 9 tech at lest." said Kevin

Then the omnitrix started to act weird. "Whatever they are, they're screwing up the omnitrix."

"What's with you guys? I've never met buyers like you before." said the guy

"You never met anyone like them before because they're not just black market lowlifes like you. They're Plumbers." said the girl that was still on her bike

"You mean they're gonna pay for this stuff by fixing my toilet?"

"The Plumbers are a secret interplanetary security force, saving the world so we don't have to."

"Oh, right, of course. We're cops from outer space. Or maybe, we're firemen from Atlantis." said Kevin

"How did you learn about these Plumbers you think we are?" asked Ben

The girl got off her bike and started to walk towards them. "Everything I know about the Plumbers, I learned the same way you did... Ben." said the girl. Then she took off he helmet.

"Elena?" said Ben in shock

"No. Way." said Gwen also in shock

"Oh you still remember me. I'm honored." said Elena

"Who is she and what going on here?" asked Star

"I could ask the same thing." said Kevin

"Kevin, Star, this is Elena Validus. She's a Plumbers kid, like us." said Gwen

"Not like you Gwen. None of my ancestors were aliens. I don't have any cool power to rely on." said Elena

"We hung out for a while back in the day. Then Elena's dad quit. And you moved away and we haven't heard from you since." said Ben

"Is that what they told you? That my dad quit? Considering that you have more power than all the Plumbers combined, you sure don't know much."

"Then why don't you tell me? What's going on? What are you doing here with these chip?"

"I'm here to find you. The Plumbers don't exactly advertise. I need your help, Ben. It's my father he has been abducted."

"Call the cops." said Kevin

"They can't help. His disappearance is connected with these alien chips."

"We'll help you him, Elena. You're a Plumbers kid, and a friend." said Ben

"Am I, Ben? Really? Because life's been pretty hard for the last three year, and I don't recall you ever looking us up." Then the chips started to move on there own.

"What is that? Elena?" asked Gwen

"I don't know."

"It's a double-cross." said Kevin

"A trap, Ben." said Gwen

"No! I swear it! I just wanted your help!" said Elena

"Don't wanna impose on your little dysfunctions, so..." said Fitz as he ran out of the warehouse. Then the tubes was destroyed and the chips started to fly out. Ben tried to use the omnitrix but it wouldn't work.

"Kevin, I think you were right about these not being ordinary computer chips." said Ben

Star blasted a group of the chip swarm. The chip swarm started to come back around. Then Gwen fired a blast. Both Star and Gwen fired at the chip swarm. "Ben I hate to backseat drive, but it might be a good time for the omintrix." said Star

"It's not working. I think it's having a meltdown or something."

"Don't sweat it, dude. If you can't handle it..." said Kevin as he took of he's I.D mask. Then climbed up a pillar. "I know someone who can." He morphed he's hand into a morningstar and hit the chip swarm. The two guys got scared and left. Ben quickly picked up some of the chips that Star, Kevin and Gwen hit down. The chip swarm started to chop down the pillars.

"They're not just chips. It's some kind of alien nano-technology." said Ben showing it to Star, Kevin and Gwen.

"The attack is to organized. There must be intelligence behind it." said Gwen

They noticed someone up high. "I don't know if he's intelligent, but I think we found the puppeteer." The chip swarms started to from together and formed a tornado.

"That's not good." said Kevin

"Ready or not!" Ben the started to use the omnitrix. "Come on, Spider Monkey." Then Ben hit the omnitrix and turned into Big Chill. "Big Chill? That'll work." Both Star and Gwen fired but the missed at the chip swarm dodged. "Hold on!" Then Ben breathed out could air freezing the chip swarm in a block of ice. It didn't take long for the chip swarm to break free of the ice. "Are you alright?" Ben asked seeing some of the ice almost hit Star, Kevin, Gwen and Elena.

"Yeah." said Star and Elena

"Who is that guy, Elena?" asked Kevin

"I don't know." said Elena

"Then let's find out." said Ben as he charged at him. He sent out a swarm of chips. Ben dodged them. And then breathed out. The man was able to get out. He tossed a chip swarm at Star and Gwen. They were able to dodge the attack. Kevin went over to Gwen. Ben flew down to check on Star. Once Ben landed he turned back to normal. "Star, are you okay?"

"I'm fine." said Star

"Okay. Who is that guy?" asked Kevin

"I think you mean, who was he? Elena?" said Ben

"If you're looking for your old friend, she's not here."

"Kevin was right, she set us up." sais Gwen

"Did she? I'm not so sure." said Ben

"I agree it look like she was just as surprised as us." said Star

Later after the returned back to Bellwood and stopped at a auto shop.

"This whole thing is wrong from top to bottom." said Ben

"Yeah, starting with that crazy biker friend of yours." said Kevin

"And her story doesn't add up. Why sell alien tech on the black market just to find the Plumbers when her father used to be one?" asked Gwen

"She said that something happened to her dad back when they lived here, and we weren't told the truth about it. If that's the case, Grandpa Max has some serious explaining to do." said Ben

They entered and went to the back.

"I don't recognize it, and I really don't like it." said Gwen as she looked at the chip.

"Me neither. The sooner we get that under the scanner, the sooner we can hunt down that creep and his army of flying chips. " said Ben

"You mean the chips your friend illegally had in her possession?" asked Kevin

"We get it Kevin." said Star

They entered the elevator that showed up. Kevin was eating like a slob. "I don't get what you see in him." said Ben. The elevator went down and the exited. "System's up." The computers started to come on.

"Good afternoon, Ben. Now activating all partitions." said the computer

"Ben, did you ask Grandpa Max if we could use the Comm Center?" asked Gwen

"You want to start solving this thing, or you wanna go looking for a permission slip?" asked Ben

They all started to work to figure out what the chips were. They were working on this for awhile.

"Austenitic, ferritic, and martensitic phase microstructure. Both organic and inorganic materials." said Gwen

"Gwen, you are a credit to the science club." said Ben

"I've never seen anything like this." said Kevin

"What do you mean?" asked Star

"I mean, it's tech, but it's also a carbon-silken based life form."

"So they're alive. Man, I'm liking these less and less." said Ben

"Well, they were alive, kind of. Now they're in alien chip heaven."

"Let me see if I can trace where they came from." said Gwen. Then she started to use her power. But it didn't worked. "They're completely inert. I can't pick up any energy signature."

"So what now?" asked Star

"Well, maybe I can jumpstart an energy pulse from the Slag. But it will take forever, and it'll be a total pain in the -" said Kevin as he saw that Gwen was looking at him. "All right, I'll get right on it."

"Or, we could just find Elena, and ask her where they came from." said Ben

"That's not a bad idea." said Star

"What make you two think that she would tell the truth? She could have set us up." asked Gwen

"She one of us." said Ben

"She was one of us. You have no idea who she is now. You can't trust her." said Gwen

"Evidently I can't trust anyone. I can't even trust Max."

Then Max showed up. "Trust me to do what?" asked Max

"Hey, Grandpa. We can't trust you to make soup without putting baked hummus, or lizard gizzards in it." said Gwen

"Hmm. That sounds like a pretty good combo. What are you guys doing down here in the hole on off hours?" asked Max

"Uh, we had a little situation." said Kevin

"Commencing scan." said the computer

"Hey, what's that?" asked Max. Then he looked at the screen. "Looks familiar. I've seen that somewhere before."

"You have?" said Star

"Where?" asked Gwen

"Max, there's something you need to explain -" said Ben. But then the intrusion alarm started to go off at entry way three.

"Sounds like we've got an uninvited guest. Kev, punch up a tracker on the complex."

Gwen used her powers. "No need. I've got 'em." They started to head out in the base. "They're in Max's office!"

"They better not touch my model train set! I just painted the caboose!" said Max as he got he's weapon ready. They soon made it to Max's office. Once they got there it looked like no one was there. Gwen used her powers to find the intruder.

"Over here." said Gwen

They all looked over to where Gwen was pointing too. "Whoever you are, you picked the wrong place to break into. You're gonna be one fried, roasted and baked..." said Kevin as morphed he's hand into a hammer. Then Elena showed herself. "babe?"

"It's okay, Max." said Ben as he lowered Max's weapon. "You probably don't recognize her, she's -"

"It's not okay. It's a Validus. How'd you get in here?" asked Max as he aimed he's gun at her. Then Elena showed them the key.

"It's time to get Big Ed some glassed." said Kevin

"Been a long time, Mr. Tennyson." said Elena

"You shouldn't have come here, Elena." said Max

"Max, Elena was the one who set up the sale of those weird chips." said Gwen

"Of course. I knew I'd seen those before. It's time for you to go!"

"Mr. Tennyson, I had to do that. I need help, and it was the only way I could think of to get it." said Elena

"You know the rules!"

"It's my father! He's been kidnapped by whoever, or whatever made those chips. I knew that only the Plumbers could help."

"Get her outta here!"

"You're not serious. She needs help." said Ben

"That's an order!"

"You heard the man." said Kevin"I don't know what's going on, but he means it. Come on, Elena." said Gwen as she walked over to Elena and started to walk her out.

Elena got her arm out of Gwen's hand. "Then I'll tell you what's going on, Gwen. Your sweet old grandpa turned his back on us three years ago. Threw us out on the street when we needed his help, lied to you to cover his tracks. Now my father is in serious trouble, and Max still won't help us." said Elena

"Is that true?" asked Ben

"Can't we just talk to her?" asked Star

"No! Anything she said would be a lie. Kevin." said Max

"Thanks for the help. You guys are real heroes. And, Ben, thanks for being a real friend." Elena said sarcastically. Then Kevin walked over to Elena. She didn't let Kevin touch her as he escorted her out of the bass.

"What's wrong with you?" asked Ben

"There's nothing wrong with me, but there's a lot wrong with her. She's Victor Validus's daughter." said Max

"Why should that matter?" asked Star

"Yeah, I'm sufficiently stumped. What's going on here?" asked Gwen

Max use he's computer and pulled up Dr. Victor Emilio Validus file on the computer. "Victor Validus was the best Plumber I ever trained. We stopped our share of invasions. I trusted Vic with my life. I wanted to trust the running of this place to him. Until he betrayed me." said Max

"What?" asked Ben

"He was caught stealing alien technology from our vaults. Tech that he swore he'd protect the Earth from. He was given a dishonorable discharge. A traitor."

Then Kevin showed back up. "The traitor's daughter's left the building." said Kevin

"What did he steal?" asked Gwen

"Same stuff Elena was dealing. You still think she's the girl you know?" asked Max

"She told us the truth about one thing, you lied to us." said Ben

"I did that for your own good. You were too young to understand."

"I still don't understand. You can't judge her by what her father did."

"Ben, stay away from her. The Validus family is blacklisted. There can be no interaction between them and the Plumbers."

"That's the way you see it. The way I see it, a friend is in trouble. And she's the best link we have to those chips and the freak who's controlling them. A whole lot more people could end up in trouble besides Elena and her father"

"That's why we are going to analyze those chips and take care of this crisis by the book! I am not gonna boot this whole operation on the word of that one girl." Ben started to walk away. "Ben. That is my decision!"

"Well it's the wrong decision."

"Well agree with Ben. You are treating her like she stole the chips three years ago." said Star as she made he way to Ben

"I order you two to stay away from her." said Max

"Sorry, Max, I'm not following that order." said Ben

"And neither am I." said Star

"Ben! Star! You can't break Plumber ranks! Max, don't let them do this." said Gwen

"It's not up to me. They made there choice." said Max

"Kev?" asked Ben

"Somebody's gotta stay here and look after the old man." said Kevin

"Kevin! Stop them!" said Gwen

"Don't worry. We can handle ourselves." said Star

They left the room. As they left Ben browed Max's bike. Star took a seat on the back and hold on to Ben. After a while they meet up with Elena. Once Ben stopped Elena they took of there helmets.

"What do you two want?" asked Elena

"The same thing as you." said Ben

"We want to help you find him." said Star

"What about Max?" asked Elena

"Not too thrilled about it." said Ben

"And you two are helping me anyway? Nice bike."

"It's Max's really. Can't get any more angry with me than he already is."

"I'm sorry. That's my fault."

"Nah it's his." said Ben

"Let's go find your dad." said Star

"First stop, wherever you got your hands on those chips." They got the helmets back on and started to ride away towards where Elena found the chips.

Kevin was hacking into grandpa's computer to get all they had on the chips. He already asked Max for it but that didn't go well. Soon Gwen came in and saw him. They started to talk about Elena. After that Kevin continued to hack the computer to get the information.

Later that night Ben, Star and Elena soon rolled into a town. They soon stopped at an old building.

"My dad started acting really weird a couple months ago. I followed him one night to this place." said Elena

"Well, hanging out around here certainly classifies as weird." said Ben

"You can say that again." said Star

They walked up to the building and entered it. They made there way through the building. They noticed the place was dirty and rundown.

"What was he doing racing cockroaches?" asked Ben

"He has a laboratory set up. Whatever he was working on, he didn't want me involved. Then he stopped coming home at all. Come on." said Elena. She showed them to Victor's laboratory. As the walked up the steps to the lab. Several people walked out carrying some boxes. Ben, Star and Elena entered the room that Victor used as a lab.

"What was he doing here?" asked Ben as he saw the lab.

"That's a good question." said Star

"He was studying the chips." said Elena

They started to look around the lab. Trying to find anything that could help them. "Boy, when your dad takes up a hobby, he doesn't mess around." said Ben

"Someone's been here."

"How can you tell?" asked Star

"Well things are missing."

"Or the could be looking for things. Girls, these look like notes, he wasn't studying the chips, he was upgrading developing them. Look at all this. Your dad was crazy." said Ben as he looked and shoed a piece of paper that he found.

"You're wrong."

"Are you sure? I'm starting to get a crazy vibe here." said Star

"He's a brilliant man, he just become possessed by his work."

"Why?" asked Ben

"He said these things posed some kind of threat. The Plumbers didn't believe him, so he took them. Now they won't lift a finger to help him."

"Well Max is kind of a stickler about the Plumber rulebook."

"This is where I found those chips in storage canisters. They were all over the place.

Star then picked up a piece of paper. "It looks like your dad had business with Ship-It." said Star as she show it to Ben. But Elena didn't say anything. Star put the paper in her pocket.

"You think he could have send the chip somewhere?" asked Ben. But Elena didn't say again. "Well, whoever has your dad wants these chips. The freak from the drop. Do you know who that is?"

"I have no idea. I just want my father back." said Elena

"We'll get him back. I promise." Then some strange people entered the room. "Who are you? What do you want?"

"We want to help you." said one in strange tone

"Ahh, no thanks we are goo. Just browsing." said Star getting a strange feeling.

"Whoa, look at their eyes." said Ben noticing something up with there eyes.

"It's not just their eyes." said Elena as she shined a light on them. They could see something under there skin. "Look, the chips."

"They're infected. They're being controlled."

"That's both scary and gross." said Star

"We want you to meet the queen." said another person in a strange voice

"And we would to do that, But we do enough bowing and curtsying for Star's mom. So sorry we got to pass." said Ben. Then the people started to surround them. "There's too many of 'em, like they were expecting us. Like this is a trap."

"No, I swear it!" said Elena

"But we never said it was you." said Star

"Anyway it looks like we could use some help." said Ben. Then he activated the omnitrix but like before it started to act up. "From a static squiggly blob? Not good"

"I got this! Jelly Bean Hallucination Mist!" said Star as a mist came out of her wand disorientating.

"Quick to the fire escape! Run!" said Elena. They started to head towards the exit. Once they opened the door someone jumped out. Then Ben punched him out. They went down the stairs and headed for the street where there bikes were. Then they say there was even more people. "What do we do?"

"Okay I think I got it. So if these chips are actually alive, like some form of techno-organic interface, Then the watch must be in overdrive to scan 'em."

"Can we have this pop quiz another time?" said Elena

"Maybe I can redirect the scan back at the chips, if I can just boost the power." The group of people started to get closer.

"Well I'll get a portal ready if you can't." said Star as she got out her dimensional scissors to get ready to use them.

"I got it!" Ben the hit the omnitrix and send a shock wave sending the infected people flying to the ground.

"That wasn't bad." said Star

"But not great, either. Come on, let's go!" said Elena. Ben and Elena getting on the bikes the were driving with Star getting on with Ben. ben and Star started to drive away. As Elena she got blocked and had to head the other way. But she soon feel of her bike. Ben drove back and picked up Elena it was a tight fit on the bike as the three of them drove off. As they left Elena punched out one of the people. They got away and didn't stop till they were sure they were far enough away. "Thanks. You're pretty good on this thing, Ben. And Star that thing you did in the lab was helpful."

"And by the looks of it you can hold your own in a fight." said Star

"So what do we do now?"

"We visit the shipment center and find out what your dad was up to. Maybe even find your dad." said Ben

"Whatever he sent he sent is long gone now."

"You sure about that?" said Star as she took out the paper from the lab. "This was dated today."

"I thought you said he's been missing for weeks." said Ben

"He has. You two believe me, don't you?" asked Elena

"I believe, we'll find something at the Ship-It." They but there helmets on and Ben started to drive with Star and Elena on the back towards Ship-It.

In the base with Kevin and Gwen were watching the video about Victor and he talked about the hive and that it was coming for everyone. They started to talk about if Max was no seeing clearly. As well as an idea if the chips weren't dead. Kevin was able to track the chips energy signature. The computer was able to locate. With this Kevin was given a kiss on the cheek. Kevin was a little upset by this. They soon saw the greatest cluster of chips was at the Ship-it Distribution Center. They made there way to the Ship-It Distribution Center. And Kevin opened the door. They entered the building and started to look around. Thanks to Gwen's power she could tell they were here but not anymore. They kept looking around but the place looked completely empty. All that was left was some papers that talked about shipment that were placed there. They had had thing shipped all around the world and by every means they have. There was at lest maybe more then 100,000 orders. They were wondering what it means. The someone come up being them. Kevin soon punched him out. They went back to Kevin's car. Gwen looked back and they guy from before was there. Then a swarm of chip started to appear. The swarm started to combined into spheres. They started to attack the car. Kevin started to drive away as fast as he could. As Kevin drove away the a bigger sphere started to catch up to them. Kevin started to increased he's speed. The sphere decreased in size as two more spheres appeared. Kevin started to make some maneuvers. The spheres were destroyed but they reformed but with spikes. Kevin activated the cars turbo. Kevin almost hit a car. The chips only did a little damage to the other persons car.

With Ben, Star, and Elena they were looking at one of there phones to see were the ship-it location. The then heard Kevin's car driving by. They made a detour and started to head towards the car sound.

No mater what Kevin did he could not loss the pursuit of the chips. Soon one of the spheres took out Kevin's front tires. Then another made Kevin's car flip over. Even though Kevin's car landed on it tires. It still got damage during the flip. Kevin and Gwen started to crawl out of the car. Kevin got angry that he's got damaged. The sphere was back to it's huge size. As it approached Kevin and Gwen. The sphere started grow spikes. The sphere started to roll towards Kevin and Gwen. Gwen fired a blast at the sphere but it didn't do anything to it. Kevin took off he's I.D. mask and morphed he's hands getting ready for the sphere.

Then Ben started to drive towards where Kevin and Gwen were. Ben activated the omnitrix. "One of you take over." said Ben as he got ready to jump off the bike.

"But I don't know how to drive." said Star who was seating right behind Ben

"I'll say this he is crazy." said Elena. Ben jumped off and turned into Humongusaur. Elena pushed Star up as far as she could go. So she can reach the wheel. So she can drive the bike. Elena was able to steer the bike over to where Kevin and Gwen were at. Ben started to grow bigger and grow spikes on he's back. Ben then started to attack the sphere. The chips that were hit off the sphere morphed in spinning buzz saws.

Star, Kevin, Gwen and Elena watch as Ben was battling the sphere. "That's kinda whatev." said Kevin

"That's kind of a nightmare." said Gwen

"I agree." said Star

The buzz saws started to fire lasers at Ben. Ben rammed in a buzz saw and destroyed it. He destroyed two other buzz saws. Then five more showed up. They continued to fire as they circled Ben. Then a tornado of chips started to form around Ben.

"It's got Humongusaur!" said Elena

"I wouldn't count on it." said Star and Gwen

Ben jump up into the air breaking through the swarm tornado. The chips started to form something new. Ben quickly picked up Kevin's car. Kevin didn't like what Ben was planning and he didn't want ben to do it. Ben jumped an used Kevin's car to destroy what the chips combined into. This destroyed Kevin's car. Then after he landed he returned back to normal.

Star, Kevin, Gwen and Elena started to walk towards Ben.

"That was so cool." said Elena

"Are you okay, Ben?" asked Star

"You destroyed my car." said Kevin in anger.

"What are you doing here?" asked Ben

"Well, I had a sudden urge to ship something overnight, and suddenly we're up to our necks in your friends chips. And that's right about the time you came along and annihilated my car!" Kevin said in anger.

"Those chips aren't mine! I was trying to warn you!" said Elena

"Thanks. I'll consider myself warned."

"They're more than just autonomous tech. We found a hive of them at the Ship-It office, and they've infected the clerk - absorbed him." said Gwen

"Yeah, we just ran into his extended family." said Ben

"Yeah, and they wanted to adopt us." said Star

"No kidding. They must have analyzed the threat and evolved." said Gwen

"They're clearly a highly adaptive species." said Ben

"And it looks like they still have some life in them." said Elena

"We've gotta get some of these active chips back to the lab right away. " said Gwen

"Maybe they'll give us a clue about what happened to my father."

"Maybe we'll give you a call because you're not coming with us. You're trouble in a jug." said Kevin

"Oh, I'm coming with you, all right."

"Ben, Star, didn't Elena just lead you two into a nest of techno-organic zombies?" asked Gwen

"She's coming." said Ben

"Yeah, for one she's in too much danger on her own now." said Star

"And two I trust her."

Kevin and Gwen didn't really care to her that. "Speaking of which." said Elena as she pulled out a piece of paper and gave it to Kevin.

"What is that?" asked Gwen

"A quick and trustworthy cab service."

Then Star pulled out here dimensional scissors. "How about I just open us a portal back?" asked Star

Star opened a portal so they can enter the portal. Ben brought Max's bike through the portal.

When they got back to Plumber bass. Max was getting calls all over the world. Ben, Star, Kevin, Gwen and Elena showed up where Max was at.

"Where in the Sam Hill has everybody been? I'm getting reports on alien activity from installed Plumbers all over the globe!" said Max

"Max, I-" said Ben

"We can settle our problems later. And Elena stays in the brig."

"It's the chips." said Star

"Validus's chips." said Ben

"Elena told you that?" asked Max

"It's true. The chips Validus stole have become active." said Gwen

"Very active." said Kevin

They showed Max the active chip and he started to scan it.

"These things were nothing more that extraterrestrial hardware. This is impossible." said Max

"They also have a nasty habit of burrowing into people and taking over their minds." said Ben

"They have an unusual energy signature. Can you use that to pinpoint it?"

"Already done." said Kevin

"Targets reanalyzed. Absolute location appear in a radial curve. Target is experiencing exponential growth at an absolute rate of 10,000 to 1 on an ascendant curve. " said the computer

"That's no 100-mile radius."

"There's millions of them." said Ben

"And spreading at an increasing rate." said Gwen

"So in other words, they are a threat, just like my father said." said Elena

"Those things were not alive three years ago. Your father's tinkering probably activated 'em somehow. Now they're a threat to the entire world." said Max

"You're wrong. They were hibernating. Just asked your know-it-all granddaughter."

"Will you two both knock it off." said Star

"Yeah, we need to work on a solution, not blame." said Ben

"Well... at lest we know where they are." said Gwen

"Well, what are we waiting for, let's start shooting." said Kevin holding a launcher.

"What about the people who are already infected?" asked Elena

"If it's between me and a Ship-It clerk, I'm gonna pick me."

"No, Kev, there's gotta be another way." said Gwen

"The queen." said Ben

"What?" asked Max

"That's right. The infected people, they all went about their queen." said Star

"You mean a queen like in an insect colony?"

"In a beehive or anthill, there's only one queen. She lays all the eggs, produces all the offspring, and tells everybody what to do." said Kevin

Ben and Star looked at Gwen confused. "The Science Channel."

"How do you destroy a hive?" asked Elena

"Remove the queen, the bees disband. The queen dies, the hive dies. We have to find the queen." said Ben

"All right, people, nobody sleeps tonight. I'm gonna dissect these chips to see what they're made of. Kevin, we need to find a more effective way around those drones. Gwen, find a way to disrupt the connection between those things and their human host. Ben, Star, they're 100 million chips out there. Gonna be like finding a needle in a haystack to find the queen in there, but get on it. Now, Elena, since you're here, you'll help too. I don't want her going two feet without an escort." said Max

"Okay, people, let's move!"

They all started to get to work. They worked late that some of them even crashed. Some took a short nap so they could work at there best. Then soon Ben started to search for Max in he's office. Then Max started to attack Ben. Then Star, Kevin, Gwen and Elena got there. Kevin knocked Max out to stop him. Gwen but Max up on a chair.

"Max, are you okay?" asked Gwen

"We're fine. Never better." said Max in a strange tone. Ben, Star, Kevin, Gwen and Elena looked at him suspiciously. "Why are you all looking at us like that? We're great. We're happy. We're going to colonize Earth."

"He usually has a lot of odd jobs for us. But that's one's new." said Kevin

"Grandpa!" said Gwen

"Fight it, Max! Come on!" said Ben

"You can't stop what's coming. The Plumbers are finished. Mankind is finished." Max pressed a button and then smoke appeared and he was gone.

"Where'd he go?" asked Elena

"No one knows these tunnels like Max. He's long gone. " said Ben

"Now what?" asked Gwen

"Like it or not, he usually tells us what to do. We need him." said Kevin

"No, we don't. He needs us. We have to find the queen and stop her. Helping Max is gonna be the least of our problems. Wherever the alien queen is, that's where we'll find your father and Max. We stop her, we stop the spread of these chips." said Ben

"And just how do you suggest we do that?"

They went back to the main computer.

Does anything seem weird to you guy about this map?" asked Ben

"Color choices are a bit drab. Try sea foam blue." said Kevin. Then Gwen hit Kevin

"Check out the concentration of the chips. London, New York, Paris, Munich, and central Missouri."

"Why are there so many chips in Missouri?" asked Star

"Yeah, there are millions of people in all those cities, but that part of Missouri is..." said Elena

"The middle of nowhere." said Kevin

"It's barely a town. The only thing in Barren Rock is. The world distribution center for Ship-It." said Gwen

"Right! Those shipments from the local hub would have been the first wave of sentry solders. Now we're talking total immersion." said Ben

"And they need a big enough base to spread that many chips across the entire planet." said Elena

"Makes sense." said Star

"Come on, they're taking over the world with 24-hour shipping?" asked Gwen

"What's your brilliant theory?" said Elena

Ben pulled up the Ship-It location on the computer. "Look, I think that's where the chips are being manufactured and distributed. And that's where we'll find the queen." said Ben

"Sounds like we're in for a road trip." said Elena

"What do you mean, "we"?" asked Gwen. Then everyone looked at Gwen. "Fine, she's coming."

"Now we just have to figure out how, with Kev's car out of commission." said Ben

"Can't Star teleport us there?" asked Elena

"Not really I need to know exactly were I'm opening the portal to." said Star

Kevin took Ben, Star, Gwen and Elena up to the garage.

"Kev made this for your birthday present." said Big Ed

"My birthday was two months ago." said Ben

"You can't rush genius." said Kevin as he removed a cover on a car reviling a new car.

"Oh, my gosh, Kevin. It's beautiful!" said Gwen

""She." She's beautiful. You call a car a "she." And you're right. Don't be jealous, you've got some good qualities, too." Then Kevin kiss Gwen on the forehead. Then Gwen hit Kevin

"A car. Your friend built you a car." said Elena

"Well, the weapons and defense systems aren't online yet, but she'll run." said Big Ed

"Yeah, the fact is, she'll pretty much eat anything in her path." said Kevin

"I don't know what to say. I can't wait to test her out." said Ben

"Oh, you're not driving. I said I was going to give you the car. That was before you bailed out on the team. I'm keeping her."

"Oh, I'm driving."

"How do you figure?"

"Humongusaur would be happy to throw the car to Missouri."

Later Ben was driving with Star in the passenger seat with Kevin, Gwen and Elena in the back. They soon made it to the Ship-It in Missouri.

"I'm going to get a closer look." said Ben as he used binoculars to see the place. "It's like a small army - or not so small. Check it out." Ben handed the binoculars to Star then after she was done she handed them down. "We're gonna be fighting some serious odds down there."

"All the people are infected." said Star

"All those crates are filled with chips." said Gwen

"God, there must be millions." said Elena

"Probably six billion. That's how many people there are on earth. Oaky, let's get inside." said Ben

They started to head towards the Ship-It building. They started to sneak on to the grounds. No one noticed them yet.

"Looks like that's where we wanna be, right in there." said Elena

Then Gwen spotted Max. "Oh, no! Grandpa!" said Gwen

Gwen was about to move then Ben stopped her. "Gwen, no. If he sees us, he'll alert the others we don't belong here. He's one of them no. Hive mind. It's up to us." said Ben

They sneaked into the building. After awhile the saw a assembly line of works.

"It's like a human assembly line." said Gwen

"No sign of her royal highness, the queen." said Ben

"Well there's someone we know." said Star as she saw the man from the abandoned Mill before. He was hooked up to tubes. Out of those tubes were more of those chips.

"It's the creep from back at the Mill." said Kevin

"That's Victor Validus." said Gwen

"I knew it. I told you not to trust her."

"It's not like that." said Elena

"You knew your father was behind this the whole time." said Gwen

"You said you didn't know that guy." said Ben

"I don't. That's not my dad. He's become some kind of freak." said Elena

"I think we found out how they're making those chips." said Star

Gwen and Kevin started to argue with Elena. Ben and Star noticed someone and started to get them to move so they won't get away so they don't get spotted.

"They're both in this together. It's a trap." said Kevin in anger. He was about attack Elena but Ben stopped him.

"Back off! It's okay!" said Ben

"Yeah, how is this okay? "

"Ben, her father is reproducing those chips. He's the one controlling this whole operation." said Gwen

"Is he?" asked Star

"It looks like the chips are controlling him, just like Max! It's not a trap. I trusted you, Elena." said Ben

"Sounds like you did what Max did."

"I had to lie. I knew you'd react like this. Refuse to help me, treat me like the enemy, just like my father." said Elena

"Then I guess you don't know us as well as you thought. Right?" asked Ben

"I'm sorry. I just wanted this nightmare to end."

"Well.. looks like it's just beginning." said Gwen

"So that's what those plans were for. He was conducting test on himself. He's the hive. His own body is producing them by the thousands, every minute." said Ben

"In a colony, only the queen can reproduce. So..."

"The queen is inside of my dad." said Elena

"We gotta shut 'em down, Ben. Destroy him, destroy the queen." said Kevin

"No! You can't!"

"I'm sorry, Elena, but Kevin may be right. If it's a choice between one man and the entire human race -" said Gwen

"You said you'd save him! It's not his fault! He's being controlled by the queen!"

"Dude, I know this is hard, but unless you take out this guy, the whole world falls. You know what Max would do." said Kevin

"I don't know what Max would do, But I know what I wouldn't do. I don't destroy victims, I save them." said Ben

"So, what's the plan, Ben?" asked Star

"It looks like all the chips have been rendered dormant for shipping. If I stop the queen before she can activate them, it looks like we have a chance of beating this thing." Ben started to grab the omnitrix.

"Ben, wait a minute, what do we do if Alien X or Humongusaur gets absorbed by the hive? It's all over." said Gwen

"Absorbed by the hive is pretty much what I had in mind."

"What do you mean by that?" asked Star

"Remember when the omnitrix scanned the chips DNA? I can fight them from the inside if I become one of them. The watch has been cooking this up the whole time. It's time to take it out of the oven."

"Ben, this isn't like anything that you've become before." said Kevin

"Kevin's right. It's a hive mind based organism." said Gwen

"So?" asked Ben

"So, I think the omnitrix can turn you into one of these things, but I'm not sure it can keep you in control once it does. You may become a permanent slave to the hive."

"A turbo-charged killer weapon slave." said Kevin

"Ben, no! I don't want to lose you." said Star

"You won't. But we're out of options. I have to put my faith in the omnitrix." said Ben

"It always has to be your way, doesn't it, Ben?! Just like when you and Star walked out on the Plumbers." said Gwen

"Okay, so maybe we should have stayed and talked it out, but this is different."

"Why?"

"This is something I don't wanna do, I just don't see any other way!"

Then Elena was grabbed by someone. She was able to knock him out. Then an alarm started to go off. Then people started to head towards them. "Guys, look!" said Elena

"Ben, what do you want us to do?"asked Gwen

"Keep them busy." said Ben

"How?"

"I trust you." Ben then activated the omnitrix turn it a few times and hit it. Ben became really small as he's body started to changed.

"What is that?" asked Kevin

"I don't know." said Star

"He's turned into some kind of nano-mechanical organism." said Gwen

"Nano-mech. I like it." said Ben

"You mean like the chips?" asked Star

"Yeah!" said Gwen

Ben grew wings and started to fly. As he made he's way towards Victor Validus, Ben started to get small. He went up Vitctor's nose. As Ben flew up Victor's nose.

"Listen to my voice. You must obey." said the queen. Ben grabbed he's head like he was in pain. "You're one of us now, Ben Tennyson." Ben started to fight the queen from controlling him. "How can you care about the humans, when the universe is yours?"

"No!" said Ben as he fired a blast at the queen. She was able to dodge the attack. Then the queen started to attack. As this was going on Star, Kevin, Gwen and Elena were battling the controlled people trying not to hurt them too much. Ben was able to dodge some of the attacks. Then Ben was hit.

"You're different from these other drones." Each attack the other but the other dodged. "Stronger! Together, we can rule everything!"

"Sorry, I'm just not really the ruling type." Then one of Ben's attack hit.

"Then you'll die with the humans." Then queen grew metal tentacles. She use them to send out energy at Ben. Then queen then grabbed Ben. "You were a fool to transform into a drone. I can easily defeat any puny drone."

"I'm not just any drone! I'm half-drone, half-human!" Then Ben got out of the queen's grasps. "Drones can adapt." The tentacles like the queen started to came out of Ben. "And humans never give up." Then Ben fired at the queen. The queen screamed as she was destroyed. Once the queen was destroyed all that was under the control of the hive was freed and the chips were destroyed. Ben left Victor's body and turned back to normal.

"He did it." said Gwen

Elena ran to her dad to make sure he was alright. Once Ben regrouped with them Star ran to him and gave him a hug. "You might not want to hug me. I just flew through a lot of snot." They started to laugh. Ben then started to look for Max. He found him outside.

"You've got a lot of gall - disobeying orders, defying my authority." said Max

"Grandpa, I-"

"You know what that kind of behavior gets you?!" Then Max pulled Ben in for a hug.

"Dose that mean I get a hug as well." said Star as she saw Ben and Max hugging.

So the rest joined up.

"I'm sorry, Victor. None of this would have ever happened if I had trusted you." said Max

"No, Max, it wasn't right to go it alone. Ben, thank you. I'm forever grateful." said Victor as he shacked Ben's hand.

"You should be thanking your daughter." said Ben

"If it wasn't for Elena, we wouldn't know about this." said Star

"They are just being modest." said Elena

"That's funny."

"I guess we make a pretty good team." said Ben

"We make a great team." said Elena

"We're more than that, we're Plumbers. And the Plumbers have a pretty great leader." said Gwen

"Indeed they do. Ben, what would you say if I asked you to step in?" asked Max

"What?" asked Ben in shock

"Well, I'm not getting any younger. And believe me, I've been waiting for this for this moment long enough."

"I couldn't take over."

"Well you already have, in a way. That omnitrix could have gone to anybody's wrist. We just count ourselves lucky that it found yours."

"I hate to say it, but Max is right." said Gwen

"Can we at lest get a 30-day trial period." said Kevin

Then both Gwen and Star hit Kevin.

"Well, my first order of business will be to unaccept Max's resignation. Sorry, you're not getting out of it that easy." said Ben

"Well, maybe you're right. And what in blazes did that zombie me do with my ride?" asked Max

Gwen started to argue with Elena about her being on the team. Kevin came up to Ben.

"Now give me back my keys." said Kevin

"Nice try, Kev. But I'm driving for now on." said Ben

"I call shotgun."

"No! That's my spot." said Star

They got into the car and then Ben started to drive off.


End file.
